Making Memories
by TrashyLady
Summary: A former student is given a place as a teacher at Xavier's School for Gifted Youngsters. During her struggle to find her place among the halls of her youth she uncovers a mutant plot.
1. Chapter 1

I do not make any money off of this fanfiction. Beast, Ororo Munroe, Professor Xavier, and all the X-men mentioned and depicted herein are the property of Marvel Comics, Stan Lee &amp; Jack Kirby, and 20th Century Fox.

Authors Note: I am a huge fan of the X-men series. I have been since I was a youth and was first introduced to the X-Men cartoon series. Due to the overlap of story lines between the films, comics, cartoons, and video games I have chosen a hodge-podge of all of the above to create this fanmade universe. For the character of Beast I am focusing on the cartoon and Kelsey Grammer depictions. I hope you will all enjoy.

Thank you for your time.

-TrashyLady

Chapter 1

Olivia stood in front of her closet for a full twenty minutes trying to figure out what to wear. She did not think that the faded and tattered yellow bunny terry cloth robe and the lemon yellow towel currently twined around her hair were appropriate for the first day of classes.

"C'mon Liv," she muttered to herself. "You can do this."

She didn't want to give anyone the wrong impression. The problem was Olivia wasn't entirely sure what the right impression would be. The introductory packet for Xavier's School for Gifted Youngsters hadn't come with a hard dress code. There had been a fairly long bit of literature about the ethics of using ones mutative powers on other students and the importance of open communication on campus but the dress code had been littler more than a few lines about dressing your best.

"What is that even supposed to mean?"

Her wardrobe ran high towards tiered skirts and peasant blouses; usually in gem tones and earthy hues. She reached in and grabbed at cloth randomly pulling out six possible outfits and then tossing them all behind her in nitpicked disgust. That one was too dark, the other too light, she could see the threads coming loose in yet another choice, that one was too showy and the last one was far too plain. Utterly disgusted with her own choices in clothing Olivia stomped off to deal with her still drying hair. Her bare feet made small impressions along the soft gray carpet. It was too new to have been the same carpeting that was in her childhood dorm room but the shade was the same.

Her adult dorm room was outfitted with a bathroom that was shared with another room. Some rooms had their own private bathrooms. Olivia had not opted to have one. She had grown up with seven brothers and sisters in a house with one bathroom, sharing a bathroom with one person was approaching luxury. For other mutants it was a personal necessity. She hadn't met her dorm mate yet but she had heard someone moving around in there last night while she had unpacked. The steps had been light and careful. The occupant has slim or small, whomever they were.

The bathroom itself was done in shades of green. A toilet, a medicine cabinet, the sink with a mirror, and three shelves took up one wall. The connecting door was on the far side, currently locked. Someone, because Olivia couldn't picture Professor Xavier doing it, had hung a nearly sheer curtain decorated with tropical fish along the shower beads of water from her earlier shower still clung to its back. A few bars of pale green soap with a light pine scent sat on one of the shelves with the spare toiletries. Last night she had unpacked her own personal items to add to the bottommost shelf. Her dormmate had taken the middle shelf with an impressive set of quality hair products and nail kits.

Olivia gathered her own toiletries and set to doing something about her appearance. She readjusted the tie on her bathrobe and tried not to shiver.

It was colder in New York than in Nevada. She would have to get used to that again. Olivia shook as she unwound the towel and released a long splay of damp black locks. While wet her hair hit nearly the middle of her back. She poured out a dash of moose and began working it through the locks, adding a blast of cool air from a hair dryer to aid in the styling.

It was strange to be back here again, all things considered. She had spent almost six years of her youth here, learning from the enabled Professor X and his colleagues. She had been part of the fourth graduating class, along with twenty other mutant students. When Olivia had received her diploma from Professor Xavier's academy she fully believed that she was going to leave the neoclassic mansion and the problems of mutants behind her. Life, as it turned out, had different plans.

Her hair dried, falling just past her shoulders now in tight curls. Hints of burgundy naturally wove themselves through her otherwise inky color. She opened a small wooden box and dug through its contents pulling out a small hammered disk of burnished copper, nearly the same shade as her eyes, and used it to pull most of the locks back into a pseudo-tamed tail at the base of her neck. A few tendrils popped free but there was hardly anything she could do about that now. The effect was a a handsome one.

She had strong Mexican features, a pleasantly rounded face and wide brow. Her nose was broader than she'd like it to be. Her momma had constantly referred to it as a 'baby nose on a girls face'. Olivia had been less than amused. You couldn't tell, just from a glance, that she was a mutant. She plucked a small vial of liner from another box and added win tips to the side of her eyes, illuminating their deep set shape. With a brush and a practiced hand she added a bit of copper powder to the lid.

"Well, that doesn't look half bad," she told the mirror.

Olivia heard footsteps in the other room again moving towards the door at a lethargic pace. Someone touched the handle and then knocked on the door.

"It's safe." Olivia called. "Just finishing up now."

The door clicked open and revealed one of the most staggeringly beautiful people that Olivia had seen. She was a tall brown skinned woman. Her statuesque build was currently clad in a long shapeless nightgown of pale purple. But it was perhaps her hair that was most fetching. A long fall of snowy white and silver that shifted back and forth with the woman's stiff morning movements.

"I'll be out of your way in a moment," Olivia promised.

"No rush," the woman's voice was clouded with sleep and tinged with an accent that Olivia couldn't place. The woman reached up and grabbed at some of the hair products and a toothbrush. Olivia stepped around her and put her own away.

"I'm Olivia Juarez."

The woman started the water in the sink and wet her toothbrush. "Ororo Munroe." She added a liberally gob of toothpaste to the brush and rewet it.

Olivia stood there for a moment feeling awkward. She ought to just leave it at that and return to her room. But, aside from the warm greetings of Professor Xavier upon her arrival, Olivia had met none of the other inhabitants of the school. She had heard them, but she hadn't seen them.

"I...uhm...I'm new."

Ororo glanced up with her mouth full of foamy toothpaste and raised a perfectly styled brow.

"Okay, that may have been the most ridiculous phrase and timing I could have managed..." Olivia sighed at herself. "I'm...going to wade back into the struggle of my wardrobe now and put this particular moment behind me."

Olivia made a smooth escape and paused when she heard Ororo chuckling.

"You don't have to do that," the husky voice called, more awake now than it had been. "I get it, you're nervous."

Olivia hovered in the door-frame between her room and the bathroom. "Like I never thought possible. Are you a teacher too?"

Ororo nodded, "I am."

"What do you teach?"

Ororo rinsed off her toothbrush and stuck it back on her shelf, pulling out a brush and working it through her hair. "Whatever they need me too, geography mostly."

"Professor Xavier asked me to handle life skills."

Ororo knitted her brows and paused her brushing, glancing up with inquisitive eyes. "I didn't know that was a class we had."

"It wasn't...until now." Olivia shrugged one shoulder. "It was a whim thing really. The Professor came to see a lecture I was giving at my community center. Life Skills for Youths. He was impressed. Asked me to come teach the same thing here on a regular basis. I figured that mutant children need life skills as much as anyone so why not? I mean it's a paying job which is a good deal better than what I was getting there and my sister Maria could always take over at the community center, she's been asking to do that ever since Tina...I'm rambling. Sorry I do that. It just sort of happens. It's worse when I'm nervous."

Ororo's lips quriked in a bemused grin,"Life Skills for Youths?"

"Oh! Well, it...it's a little complicated. I mean, most schools teach you the intellectual basics. Math, Science, Literature, good schools will even teach some culture by adding in Art and Music classes to their regular curriculum. But most people expect parents to teach their children about choosing the bank you work with, opening accounts, savings, when to get loans, how to get loans, choosing between college or jumping into the work force..."

"You don't think college is for everyone?"

Olivia winced visibly. "Oh gosh no."

"Gosh?"

"I work with children, sue me." Olivia laughed. "I swear like a mom in a nineteen fifties sitcom."

"That's terrifying." Ororo said, obviously amused.

"You should hear me when I bash my thumb."

"The angels must weep."

"I'm sure they must. But the fact is," Olivia steered the conversation suddenly back to its main point. "No, not every student should go to college. Especially these days. Higher education is great but it's not ultimately necessary. I come from a pretty low income area and for a lot of us college isn't an option. I want every youth to know that it's perfectly acceptable to go into something else, directly into the work force, the military, even going into business for yourself..."

"You're very passionate about this."

Olivia shrugged, "I've been there...most of us have been there. We spend all these years being told where to sit and what to do and how to pass tests but then we step into the big wide world expected to make all these decisions for ourselves...and suddenly the quadratic equation means a whole lot less than it once did."

Ororo set her brush aside and gave Olvia a warm smile. "You are going to do well here."

"Yeah, if only I could decide what to wear." Olivia smirked, "They don't have a class for that."


	2. Half- Remembered Memories

Olivia, finally outfitted in a long bohemian dress, wandered the once familiar halls and lost herself in her memories. She'd happily left Ororo back in the dorms to tend her own morning rituals. Olivia needed to collect herself.

It was quiet. It would be a few days before the students arrived. The living quarter halls were much the same as they had always been, just quieter. Morning sunlight lent a much needed warmth to the hallway. A few landscape paintings, done by master hands, added a dash of culture.

It was strange to be back. Olivia's moss-green skirt nearly brushed the dark wooden floors as she walked down a hall she had trekked a thousand times before. It was stranger still to see how much had differed and how much had stayed the same. The wood paneling had been kept up over the years, but it had the same natural grain. The carpets had been refurbished but the elegant coloring had remained. The X-mansion, as the students often called it, was as modern as it was timeless.

She had just celebrated her twelfth birthday when she stepped through that front door, her body a long whip of flesh with knobby knees and elbows. The red dust of her home still clinging to her She'd worn tattered hand-me-downs and her thrift store school bag was wrapped tightly in her grasp. Her hair a curling mess around her still young face. She had been terrified and intrigued all at once.

She had never seen so much opulence in her life.

"Olivia?" a voice, deep and cultured, plucked through the chords of her memories and brought her back to herself. She knew that voice.

"Hank?"

The voice was the same, everything else was different. When Olivia had last seen Hank McCoy he had been pale, gangly, eighteen, and (she had thought) barely aware of her existence. He had filled out in th fifteen years since. He'd grown into those long legs and wide shoulders but that was hardly all. That face, once barely able to sport a youthful smattering of peach-fuzz now was covered with deep blue fur. His cheeks were broader and higher, his chin with the softened point of a cat. In fact, everything about him looked feline, right down to his golden eyes...which he certainly hadn't had in school.

"Ah...yes." he said linking powerful hands in front of his body.

"You look..."

"Different?" he offered cocking his head to one side.

"Good." she supplemented. "I was going to say good."

"Ah, well." he gave her a broad grin, revealing sharpened teeth inside that feline-esque mouth. "You are too kind. You're looking very well yourself."

She resisted the urge to tug at her dress. He looked better than good. The tailored suit he wore, several shades darker than his fur, brought out the bold and powerful build he'd cultivated. The golden tie he wore was knotted well against a strong throat. He looked...perfect.

"It's good to see you. I was just on my way to breakfast, care to join me?"

"I'd love to, actually."

"Wonderful!" He opened his arms and motioned for her to take the lead. "The kitchen hasn't moved. Are you visiting?"

"Not exactly," she took the left corridor that would take her to the stairs and down to the kitchen. "The professor has offered me a job."

"Well then! Welcome indeed." he fell into step next to her. "You said offered though...you have yet to accept?"

"I've accepted for the short term. The first term, actually."

He cleared his throat and his voice gentled, "Are you still having problems with your...powers?"

She glanced over at him. "Was I so bad in High School?"

They came to the stairs and she watched him take the outer steps, taking them a step behind her, his hand sliding over the wooden banister. "There weren't so many of us back then. It was hard not to notice things..."

"I'm Hyper-Aware, Hank. There is no changing that. It's gotten stronger with age...not less."

"Stronger?"

"You were legitimately shocked to see me this morning. Not just surprised, but shocked. Moreover you were surprised that I wasn't dressed in thrift store hand me downs..."

He opened his mouth, "Now that..."

"It's alright," she cut him off before he could offer a polite apology. "I know how I looked back then."

He looked down at his feet, "I didn't mean to be rude."

"I know you didn't. And I didn't take it that way. I was a very poor girl in a very wealthy place. I stood out."

"What are your impressions of me so far?" he asked curiously.

"I know that your suit was recently tailored and it's too tight through the shoulders. You are hoping that wearing it is going to stretch out but deep down you know better. You still favor your left foot, football accident? The steps are heavier there. You've tried a new knot for your tie today, it's too tight at your throat and pulls at a shirt that would otherwise lay flat..."

"It had gotten better..."

"Your sense of smell is strong probably stronger than your vision or sense of taste. Far stronger than it used to be that's for sure. You still walk that line between wanting to fit in and wanting to be yourself."

"Alright..." he said with a chuckle. "how could you possibly know that?"

She slowed as they made it to the kitchen. "I'm hyper aware. I know that you've showered recently but you didn't use a scented soap. Certainly not the little pine ones they stocked in the dorm rooms."

He visibly winced. "No..."

"Your nose flairs when you are scenting things."

"You smell like honeysuckle." He managed to look bashful. She couldn't see the blush beneath the fur but she was positive it was there. It gave her a small thrill.

She nodded. "Maria has a soap making business. All natural supplies. I have extra if you are interested."

"Very. But...it suits you better than it would myself."

She paused to face him, he stopped short to keep from running into her. Her toes nearly touched his and if she breathed hard enough her chest would have brushed his. She watched the flair of his nostrils once more. She knew he was taking in her scent again. Better, he knew that she knew.

"I also know it's been a long time since you had sex and you are trying to ask me out without being too forward."

"My stars and garters, however did you guess that?"

"I don't have to be Hyper-Aware to notice that you were staring at my ass when we walked down the stairs."

"I was trying not too."

"I know that too."

"So what are you going to say if I ask?" There was a carefully controlled fretfulness to that phrase. She could see that he was trying to be casual about it but he truly feared her saying no.

"I already said yes to breakfast, didn't I?"

"Indeed you did." he stood straighter and his smile reached his eyes.


End file.
